SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
(Mark One)
___
_X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1999
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OR
___
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________________to __________________________
Commission file number 0-13241
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NOONEY INCOME FUND LTD., L.P.
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(Exact name of Registrant as specified in its charter)
Missouri 43-1302570
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Memorial Drive, St. Louis, Missouri 63102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 206-4600
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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None Not Applicable
- --------------------------------- -----------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
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(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No ___.
1
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___
_X_ Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
As of February 1, 2000 aggregate market value of the Registrant's units of
limited partnership interest (which constitute voting securities under certain
circumstances) held by non-affiliates of the Registrant was $15,180,000. (The
aggregate market value was computed on the basis of the initial selling price of
$1,000 per unit of limited partnership interest, using the number of units
issued and outstanding on February 1, 2000, excluding the number of units
beneficially owned by the General Partners or holders of 10% or more of the
Registrant's limited partnership interests. The initial selling price of $1,000
per unit is not the current market value. Accurate pricing information is not
available because the value of the units of limited partnership interests is not
determinable since no active secondary market exists. The characterization of
such General Partners and 10% holders as affiliates is for the purpose of this
computation only and should not be construed as an admission for any other
purpose that any such persons are, or other persons not so characterized are
not, in fact, affiliates of the Registrant).
Documents incorporated by reference:
Portions of the Prospectus of the Registrant dated November 9, 1983, as
supplemented and filed pursuant to Rule 424(c) of the Securities Act of 1933,
are incorporated by reference in Part III of this Annual Report on Form 10-K.
2
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PART I
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ITEM 1: BUSINESS
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It should be noted that this 10-K contains forward-looking information (as
defined in the Private Securities Litigation Reform Act of 1995) that involves
risk and uncertainty, including trends in the real estate investment market,
projected leasing and sales, and the future prospects for the Registrant. Actual
results could differ materially from those contemplated by such statements.
Nooney Income Fund Ltd., L.P. (the "Registrant") is a limited partnership formed
under the Missouri Uniform Limited Partnership Law on October 12, 1983, to
invest, on an all-cash basis, in income-producing real properties such as
shopping centers, office buildings and office/warehouse properties. The
Registrant originally invested in three real properties. One of the properties
was sold in 1991. The remaining two properties are described in Item 2 below.
The Registrant's primary investment objectives are to preserve and protect the
Limited Partners' capital, provide the maximum possible cash distributions to
the Partners, and provide for capital growth through appreciation in property
values. The term of the Registrant is until December 31, 2083. It was originally
anticipated that the Registrant would sell or finance its properties within
approximately five to ten years after their acquisition. The depression of real
estate values experienced nationwide from 1988 to 1993 lengthened this time
frame in order to achieve the goal of capital appreciation.
The real estate investment market began to improve in 1994, and is expected to
further continue its improvement over the next several years. Management
believes this trend should increase the value of the Registrant's properties in
the future. The Registrant is intended to be self-liquidating and proceeds, if
any, from the sale or refinancing of the Registrant's real property investments
will not be invested in new properties but will be distributed to the Partners
or, at the discretion of the General Partners, applied to capital improvements
or the payment of indebtedness with respect to existing properties, the payment
of other expenses or the establishment of reserves. (See Item 7: Management's
Discussion and Analysis of Financial Condition and Results of Operations.)
The business in which the Registrant is engaged is highly competitive. The
Registrant's investment properties are located in or near major urban areas and
are subject to competition from other similar types of properties in such areas.
The Registrant competes for tenants for its properties with numerous other real
estate limited partnerships, as well as with individuals, corporations, real
estate investment trusts and other entities engaged in real estate investment
activities. Such competition is based on such factors as location, rent
schedules and services and amenities provided.
The Registrant has no employees. Property management services for the
Registrant's investment properties are provided by American Spectrum Midwest
(formerly Nooney, Inc.), an affiliate of the corporate General Partner.
3
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CGS Real Estate Company, Inc. ("CGS"), an affiliate of the corporate general
partner of the Registrant, is in the process of developing a plan pursuant to
which the properties owned by the Registrant would be combined with the
properties of other real estate partnerships managed by CGS and its affiliates.
These limited partnerships own office properties, industrial properties,
shopping centers, and residential apartment properties. It is expected that the
acquiror would in the future qualify as a real estate investment trust. Limited
partners would receive shares of common stock in the acquiror which would be
listed on a national securities exchange or the NASDAQ national market system.
The Registrant's participation in this plan will require the consent of its
limited partners. The plan and the benefits and risks thereof will be described
in detail in a registration statement filed under the Securities Act of 1933 and
solicitation material to be provided to limited partners in connection with the
solicitation of the consent of the limited partners.
The plan described above is in the preliminary stages and there can be no
assurances that such plan will be consummated.
ITEM 2: PROPERTIES
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On January 24, 1984, the Registrant purchased Oak Grove Commons, an
office/warehouse complex located on Brook Drive in the city of Downers Grove,
Illinois, a suburb of Chicago. The purchase price of the complex was $5,218,569.
Oak Grove Commons consists of three adjoining single-story buildings constructed
of brick veneer with concrete block backing which contain a total of
approximately 137,000 net rentable square feet and are located on a 7.6 acre
site which provides paved parking for 303 cars. The complex, which is 40% office
space and 60% bulk warehouse, was 100% leased by 29 tenants at December 31,
1999.
On February 20, 1985, the Registrant acquired a 76% interest as a tenant in
common in Leawood Fountain Plaza, a three building office complex in Leawood,
Kansas. Constructed in two phases in 1982 and 1983, the buildings contain
approximately 30,000, 29,000 and 26,000 net rentable square feet, respectively,
or an aggregate of approximately 85,000 net rentable square feet of office
space. Paved parking is provided for 403 cars. The purchase price of the complex
was $9,626,576, of which $7,316,197 was paid by the Registrant for its 76%
interest. The remaining 24% interest was purchased by Nooney Income Fund Ltd.
II, L.P., an affiliate of the Registrant, as the other tenant in common. All
costs and revenues attributable to the operation of the complex are shared by
the Registrant and Nooney Income Fund Ltd. II, L.P. in proportion to their
respective percentage interests. The complex was 93% leased by 40 tenants at
December 31, 1999.
Reference is made to Note 3 of Notes to Financial Statements filed herewith as
Exhibit 99.3 in response to Item 8 for a description of the indebtedness secured
by the Registrant's real property investments.
4
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The following table sets forth certain information as of December 31, 1999,
relating to the properties owned by the Registrant.
<TABLE>
<CAPTION>
AVERAGE
ANNUALIZED PRINCIPAL
TOTAL EFFECTIVE TENANTS OVER
SQUARE ANNUALIZED BASE RENT PER PERCENT 10% OF PROPERTY LEASE
PROPERTY FEET BASE RENT* SQUARE FOOT LEASED SQUARE FOOTAGE EXPIRATION
- -------- ------ ---------- ------------- ------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Oak Grove
Commons 137,000 $ 966,530 $ 7.05 100% None
Leawood
Fountain Midwest Mechanical (14%) 2001
Plaza 85,000 $1,343,668 $17.00 93% Family Medical Care of Kansas
City (11%) 2004
</TABLE>
* Represents 100% of Base Rent. Registrant has 76% ownership in Leawood Fountain
Plaza
ITEM 3: LEGAL PROCEEDINGS
- --------------------------
The Registrant is not a party to any material pending legal proceedings.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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There were no matters submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 1999.
PART II
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ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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As of February 1, 2000, there were 1,147 record holders of units of Limited
Partnership Interest in the Registrant. There is no public market for the
Interests and it is not anticipated that a public market will develop.
CASH DISTRIBUTIONS PAID PER LIMITED PARTNERSHIP UNIT
----------------------------------------------------
First Quarter Second Quarter Third Quarter Fourth Quarter
------------- -------------- ------------- --------------
1998 $12.50 -0- $12.50 -0-
There were no cash distributions paid to the Limited Partners during fiscal
1999.
5
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ITEM 6: SELECTED FINANCIAL DATA
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<TABLE>
<CAPTION>
Year Ended December 31,
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1999 1998 1997 1996 1995
(Not covered by independent auditors' report)
<S> <C> <C> <C> <C> <C>
Rental and other income $2,086,824 $1,851,792 $1,772,253 $1,778,074 $1,688,761
Net income 422,454 233,141 193,131 175,285 187,776
Data per limited partnership unit:
Net income 27.55 12.72 10.74 9.57 11.01
Cash distributions - investment income -- 12.72 10.74 9.57 11.01
Cash distributions - return of capital -- 12.28 8.01 9.18 1.49
Weighted average limited partnership units outstanding 15,180 15,180 15,180 15,180 15,180
At year-end:
Total assets 6,872,308 6,562,586 6,713,495 6,883,366 7,029,025
Investment property, net 5,329,194 5,537,118 5,661,355 5,835,751 6,137,241
Mortgage note payable 1,125,002 1,149,701 1,197,000 1,261,800 1,326,600
Partners' equity 5,337,110 4,914,656 5,103,333 5,226,492 5,367,489
</TABLE>
See Item 7: Management's Discussion and Analysis for discussion of comparability
of items.
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ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS
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Liquidity and Capital Resources
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Cash on hand as of December 31, 1999 was $1,237,294, an increase of $432,555
from the year ended December 31, 1998. The Registrant expects the capital
expenditures during the year 2000 will be adequately funded by current cash
reserves and the properties' operating cash flow. The anticipated capital
expenditures in 2000 by property are as follows:
Other Leasing
Capital Capital Total
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Oak Grove Commons $85,000 $ 44,608 $129,608
Leawood Fountain Plaza (76%) -0- 233,847 233,847
----------------------------------------
$85,000 $278,455 $363,455
========================================
At Oak Grove Commons and Leawood Fountain Plaza, leasing capital has been
budgeted for tenant improvements and lease commissions for new and renewal
tenants. The other capital at Oak Grove Commons has been budgeted for
restoration of mansard roofs over entry doors and masonry reconstruction.
The Registrant reviews cash reserves on a regular basis prior to beginning
scheduled capital improvements. In the event there are not adequate funds, the
capital improvement will be postponed until such funds are available.
The future liquidity of the Registrant is dependent on its ability to fund
future capital expenditures and mortgage payments from operations and cash
reserves, maintain occupancy, and negotiate with lenders the refinancing of
mortgage debt as it matures.
Results of Operations
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The results of operations for the Registrant's properties for the years ended
December 31, 1999, 1998 and 1997 are detailed in the schedule below. Expenses of
the Registrant are excluded.
Oak Grove Leawood Fountain
Commons Plaza (76%)
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1999
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Revenues $962,519 $1,139,297
Expenses 650,142 847,391
------------------------------------
Net Income $312,377 $ 291,906
====================================
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Oak Grove Leawood Fountain
Commons Plaza (76%)
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1998
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Revenues $879,643 $974,977
Expenses 745,030 835,485
-----------------------------------
Net Income $134,613 $139,492
===================================
1997
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Revenues $886,520 $898,955
Expenses 709,258 835,526
-----------------------------------
Net Income $177,262 $ 63,429
===================================
1999 Comparisons By Property
At Oak Grove Commons, revenues increased $82,876 due to an increase in base
rental revenue of $83,823. This increase can be attributed to both the increased
occupancy level and rental rates. Expenses at Oak Grove Commons decreased from
the prior year due to decreases in interest expense ($13,284), depreciation and
amortization ($50,296), fire and crime prevention ($22,186), repairs and
maintenance-building ($7,434), common area related expenses ($8,480), legal fees
($8,400), and parking lot expense ($7,732). These decreases were partially
offset by increases in real estate tax expense ($7,000), snow removal ($7,383),
management fees ($4,300), and landscaping expense ($3,988). The decrease in
depreciation and amortization can be attributed to contra-depreciation entries
depreciating the property write down which was recorded at the partnership level
prior to 1999. All property write downs have been recorded at the property level
in 1999. The decrease in fire and crime prevention can be attributed to upgrades
to the fire alarm system in 1998, not necessary in 1999. The decrease in
interest expense is due to the declining principal balance. Oak Grove Commons
has a first mortgage with a floating rate of LIBOR + 3%. The loan balance as of
December 31, 1999 was $1,125,002. The loan matures July 1, 2000. The Registrant
is planning to renew this loan for an additional two years under similar terms.
At Leawood Fountain Plaza, revenues increased ($164,320) when comparing 1999
year-end results to the prior year. The increase in revenue can be attributed to
increases in base rental revenues ($79,690), escalation revenues ($78,865), and
interest income ($12,840). These increases were partially offset by a decrease
in other revenues ($7,075). The increase in base rental revenues is due to
increased rental rates. The increase in interest income is attributable to the
Registrant recording interest income at the property level in 1999. In 1998 and
1997 interest income was recorded at the partnership level. Expenses increased
$11,906 when compared to the prior year. Increases were reflected in heating and
air-conditioning costs ($22,359), repairs and maintenance-general building
related expenses ($16,256), plumbing repairs ($15,351), fire and crime
prevention ($9,623), management fees ($9,077), painting and decorating expense
($12,717), and parking lot expenses ($7,147). These increases were partially
offset by decreases in snow removal ($6,822), amortization and depreciation
8
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expense ($68,360), contract cleaning services ($4,436), and various other
operating expenses ($1,006). The increase in heating and air-conditioning
expense is due to the repairs and replacements necessary in 1999 to upgrade the
current heating and air conditioning system. The increase in repairs and
maintenance-building can be attributed to masonry and roof repairs, as well as
skylight replacement. These items were expensed in 1999 for exterior
improvements at the property. The increased plumbing expenses are a result of
major plumbing repairs necessary during 1999 at one of the restrooms located at
the property. Interior hallway and door painting performed only in 1999 resulted
in the painting and decorating increase when compared to 1998. The decrease in
depreciation and amortization is due to the contra-depreciation entries now
being recorded at the property level as explained in the previous property
comparison.
The occupancy rates as of December 31 are as follows:
1999 1998 1997
--------------------------------
Oak Grove Commons 100% 95% 86%
Leawood Fountain Plaza 93% 97% 89%
During the fourth quarter, the occupancy level at Oak Grove Commons increased to
100%. During the quarter, two new tenants leased 8,164 square feet and one
tenant renewed its lease for 9,100 square feet. For the year, leasing activity
consisted of six new leases for tenants occupying 21,493 square feet, four
tenants renewing their leases for 21,316 square feet, and four tenants vacating
14,343 square feet. Oak Grove Commons has no tenants who occupy more than 10% of
the available space.
During the fourth quarter at Leawood Fountain Plaza, occupancy decreased from
98% to 93%. During the quarter, four tenants renewed their leases for 5,324
square feet, and one tenant vacated 4,470 square feet. During the year, the
Registrant signed one new lease for 737 square feet, renewed seven tenants'
leases for 17,857 square feet, and one tenant vacated 4,470 square feet. The
property has two major tenants, one who occupies 14% of the space with a lease
which expires in October 2001 and the other major tenant occupies 11% of the
space with a lease which expires in July 2004.
The Registrant reviews long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of a property may not
be recoverable. The Registrant considers a history of operating losses or a
change in occupancy to be primary indicators of potential impairment. The
Registrant deems the Property to be impaired if a forecast of undiscounted
future operating cash flows directly related to the Property, including disposal
value, if any, is less than its carrying amount. If the Property is determined
to be impaired, the loss is measured as the amount by which the carrying amount
of the Property exceeds its fair value. Fair value is based on quoted market
prices in active markets, if available. If quoted market prices are not
available, an estimate of fair value is based on the best information available,
including prices for similar properties or the results of valuation techniques
such as discounting estimated future cash flows. Considerable management
judgment is necessary to estimate fair value. Accordingly, actual results could
vary significantly from such estimates.
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Year 2000 issues
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Information Technology Systems
- ------------------------------
The Registrant did not experience any information technology hardware or
software disruptions or failure as a result of the Year 2000. Subsequent to
December 31, 1999, the Registrant's "IT" systems have continued to operate, as
normal, at the management office and both of the Registrant's properties.
Non-Information Technology Systems
- ----------------------------------
None of the non-information systems at the Registrant's two properties
experienced any disruptions or failures as a result of the Year 2000. These
systems included elevators, heating, ventilating, air conditioning (HVAC)
systems, and locks. These and other like systems continue to operate as normal
in the year 2000.
The Registrant did not separately track internal costs related to the Year 2000
issue. The changing of the century did not have a material impact on the
Registrant's financial condition or results of its operations.
Material Third Parties' Systems Failures
- ----------------------------------------
The Registrant did not experience any material impact related to third party
system failures for the Year 2000 issue at either of its two properties.
Payments from tenants did not appear to be delayed due to the Year 2000
conversion. The Registrant remains confident that no third party material issues
will arise in the future.
1999 Comparisons
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Consolidated revenues for the Registrant were $2,115,814 for the year ended 1999
and $1,867,865 for the year ended 1998. The consolidated revenues increased
$247,949 when comparing the two year-end periods. This increase is primarily due
to an increase in base rental revenue at Oak Grove Commons and increases in both
base rental and escalation revenues at Leawood Fountain Plaza, as mentioned in
the property comparisons. The Registrant's consolidated expenses were $1,693,360
and $1,634,724 for the years ended December 31, 1999 and 1998, respectively.
Consolidated expenses increased $58,636 when comparing the two year-end periods,
due to increases in management fees ($13,708), repairs and maintenance related
expenses ($99,045), utilities ($5,575), and real estate taxes ($3,312). These
increases were partially offset by decreases in interest expense ($13,284),
depreciation and amortization ($30,544), and other operating expenses ($19,176).
The increase in repairs and maintenance related expenses is primarily due to the
upgrades and repairs at Leawood Fountain Plaza, as mentioned in the property
comparisons. The decrease in depreciation and amortization is attributed to
fully depreciated and amortized assets. The decrease in other operating expenses
is primarily due to a decrease in common area and fire/crime prevention expenses
at Oak Grove Commons, as mentioned in the property comparisons. Net income in
10
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1999 increased $189,313 when comparing to prior year. Cash flow provided from
operations was $615,393 for the year ended 1999, as compared to $679,538 for the
year ended 1998. The cash flow provided during 1999 allowed the Registrant to
fund capital expenditures of $158,139 and reduce the debt for Oak Grove Commons
by $24,699.
1998 Comparisons
- ----------------
Consolidated revenues for the Registrant were $1,867,865 for the year ended 1998
and $1,795,659 for the year ended 1997. The consolidated revenues increased
$72,206 when compared to the prior year. This increase in revenue was due to an
increase in rental income at Leawood Fountain Plaza. The Registrant's
consolidated expenses were $1,634,850 and $1,602,528 for the years ended
December 31, 1998, and December 31, 1997, respectively, a difference of $32,196.
The increase in consolidated expenses is due to an increase in other operating
expenses ($56,275), an increase in utilities ($9,833), partially offset by
decreases in real estate taxes ($23,867), depreciation and amortization
($9,455), and interest expense ($10,976). Net income for 1998 increased $40,010
when compared to the prior year. Cash flow provided from operations was $679,538
for the year ended 1998 as compared to $680,360 for the year ended 1997. The
cash flow provided during 1998 allowed the Registrant to fund capital
expenditures of $270,969, distribute $421,818 to the partners, and reduce Oak
Grove Commons' debt by $47,299.
Inflation
- ---------
The effects of inflation did not have a material impact upon the Registrant's
operations in fiscal years 1999, l998 and 1997 and are not expected to
materially affect the Registrant's operation in 2000.
Interest Rates
- --------------
Interest rates on floating rate debt fluctuated throughout 1998 and 1999. Future
increases in the prime interest rate can adversely affect the operations of the
Registrant.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------------------------------------------------------------------
The Registrant considered the provision of Financial Reporting Release No. 48
"Disclosure of Accounting Policies for Derivative Financial Instruments and
Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative
Information about Market Risk Inherent in Derivative Financial Instruments,
Other Financial Instruments and Derivative Commodity Instruments". The
Registrant had no holdings of derivative financial or commodity instruments at
December 31, 1999. A review of the Registrant's other financial instruments and
risk exposures at that date revealed that the Registrant had minor exposure to
interest rate risk due to the floating rate first mortgage debt of $1,125,002.
The Registrant utilized sensitivity analyses to assess the potential effect of
this risk and concluded that near-term changes in interest rates should not
materially adversely affect the Registrant's financial position, results of
operations or cash flows.
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ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
Financial Statements of the Registrant are filed herewith as Exhibit 99.3 and
are incorporated herein by reference (see Item 14(a)1). The supplementary
financial information specified by Item 302 of Regulation S-K is provided in
Item 7.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
None
PART III
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ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -----------------------------------------------------------
The Registrant has two General Partners. The background and experience of the
General Partners are as follows:
The General Partner of the Registrant responsible for all aspects of the
Registrant's operations is Nooney Income Investments, Inc., a Missouri
corporation. Nooney Income Investments, Inc., a wholly-owned subsidiary of S-P
Properties, Inc., was formed in August 1983 for the purpose of being a general
and/or limited partner in the Registrant and other limited partnerships.
John J. Nooney is a Special General Partner of the Partnership and as such, does
not exercise control of the affairs of the Partnership.
The General Partners will continue to serve as General Partners until their
withdrawal or their removal from office by the Limited Partners.
Certain of the General Partners act as general partners of limited partnerships
and hold directorships of companies with a class of securities registered
pursuant to Section 12(g) of the Securities Exchange Act of 1934 or subject to
the requirements of Section 15(d) of the Act. A list of such directorships, and
the limited partnerships for which the General Partners serve as general
partners, is filed herewith as Exhibit 99.1 and incorporated herein by
reference.
ITEM 11: EXECUTIVE COMPENSATION
- -------------------------------
The General Partners are entitled to a share of distributions and a share of
profits and losses as more fully described under the headings "Compensation to
General Partners and Affiliates" on pages 9-10 and "Profits and Losses for Tax
Purposes; Distributions; and Expenses of General Partners" on pages A-17 to A-21
of the Prospectus of the Registrant dated November 9, 1983, as supplemented and
filed pursuant to Rule 424(c) of the Securities Act of 1933 (the "Prospectus"),
which are incorporated herein by reference.
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During 1999, no cash distributions were paid to the General Partners by the
Registrant.
See Item 13 below for a discussion of transactions between the Registrant and
certain affiliates of the General Partners.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
- -----------------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners.
Title Name of Amount and Nature of Percentage
of Class Beneficial Owner Beneficial Ownership of Class
-------- ---------------- -------------------- ----------
Limited CGS Real Estate Company 2064 Units 13.60%
Partnership
Interests
CGS is located at 2424 S.E. Bristol Street, Newport Beach, California 92660.
(b) Security Ownership of Management.
None of the General Partners is known to the Registrant to be the beneficial
owner, either directly or indirectly, of any Interests in the Registrant.
(c) Changes in Control.
There are no arrangements known to the Registrant, the operation of which may at
a subsequent date result in a change in control of the Registrant.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
- --------------------------------------------------------
(a) Transactions with Management and Others.
Certain affiliates of the General Partners are entitled to certain fees and
other payments from the Registrant in connection with certain transactions of
the Registrant as more fully described under the headings "Compensation to
General Partners and Affiliates" on pages 9-10 and "Management" on pages 23-25
of the Prospectus, which are incorporated herein by reference.
American Spectrum Midwest (formerly Nooney, Inc.), the manager of the
Registrant's properties, is a wholly-owned subsidiary of CGS Real Estate
Company, an affiliate of the General Partner. American Spectrum Midwest
(formerly Nooney, Inc.) is entitled to receive monthly compensation from the
Registrant for property management and leasing services, plus administrative
expenses. During fiscal 1999 the Registrant paid property management fees of
$125,314 to American Spectrum Midwest (formerly Nooney, Inc.) and $25,000 as
reimbursement for indirect expenses incurred in connection with management of
the Registrant.
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(b) Certain Business Relationships.
The relationship of certain of the General Partners to certain of their
affiliates is set forth in Item 13(a) above. Also see Item 13(a) above for a
discussion of amounts paid by the Registrant to the General Partners or their
affiliates during the year ended December 31, 1999, in connection with various
transactions.
(c) Indebtedness of Management.
Not Applicable.
(d) Transactions with promoters.
Not Applicable.
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PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
- -------------------------------------------------------------------------
(a) The following documents are filed as a part of this report:
1. Financial Statements (filed herewith as Exhibit 99.3):
Independent auditors' report
Balance sheets
Statements of operations
Statements of partners' equity (deficit)
Statements of cash flows
Notes to financial statements
2. Financial Statement Schedules (filed herewith as Exhibit 99.3):
Schedule - Reconciliation of partners' equity (deficit)
Schedule III - Real estate and accumulated depreciation
All other schedules are omitted because they are
inapplicable or not required under the instructions.
3. Exhibits:
See Exhibit Index on Page 17.
(b) Reports on Form 8-K
During the last quarter of the period covered by this report, the
Registrant filed no reports on Form 8-K.
(c) Exhibits:
See Exhibit Index on Page 17.
(d) Not Applicable
15
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) under the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NOONEY INCOME FUND LTD., L.P.
Date: March 30, 2000 Nooney Income Investments, Inc.
----------------------------- General Partner
By: /s/ William J. Carden
--------------------------------
William J. Carden - Director
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Date: March 30, 2000 By: /s/ William J. Carden
---------------------------- --------------------------------------
William J. Carden
Chairman of the Board and
Chief Executive Officer
Date: March 30, 2000 By: /s/ Gregory J. Nooney, Jr.
---------------------------- --------------------------------------
Gregory J. Nooney, Jr.
Director
Date: March 30, 2000 By: /s/ Thomas N. Thurber
---------------------------- --------------------------------------
Thomas N. Thurber
Director
16
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
3 Amended and Restated Agreement and Certificate of Limited
Partnership dated November 7, 1983, is incorporated by
reference to the Prospectus contained in Post-Effective
Amendment No. 1 to the Registration Statement on Form S-11
under the Securities Act of 1933 (File No. 2-85683).
10 Management Contract between Nooney Income Fund Ltd. and
Nooney Company is incorporated by reference to Exhibit
10(a) to the Registration Statement on Form S-11 under
the Securities Act of 1933 (File No. 2-85683). The
Management Contract was assigned by Nooney Krombach
Company, a wholly-owned subsidiary of Nooney Company,
on October 31, 1997, to Nooney, Inc.(n/k/a American Spectrum
Midwest), a wholly-owned subsidiary of CGS Real Estate
Company, Inc., and is identical in all material respects to the
management contract referred to above.
99.1 List of Directorships in Response to Item 10.
99.2 Pages 9-10, 23-25, and A-17 - A-21 of the Prospectus
of the Registrant dated November 9, 1983, as supplemented
and filed pursuant to Rule 424(c) of the Securities
Act of 1933 are incorporated by reference.
99.3 Financial Statements and Schedules.
17
EXHIBIT 99.1
Below each General Partner's name is a list of the limited partnerships, other
than the Registrant, for which the General Partner serves as a general partner
and the companies for which the General Partner serves as a director. The list
includes only those limited partnerships and companies which have a class of
securities registered pursuant to Section 12(g) of the Securities Exchange Act
of 1934 or are subject to the requirements of Section 15(d) of the Act.
John J. Nooney
Limited Partnerships:
Nooney Real Property Investors-Two, L.P. Nooney Income Fund Ltd. II, L.P.
Companies:
None
18
Exhibit 99.3
INDEPENDENT AUDITORS' REPORT
To the Partners of
Nooney Income Fund Ltd., L.P.:
We have audited the accompanying balance sheets of Nooney Income Fund Ltd., L.P.
(a limited partnership) as of December 31, 1999 and 1998, and the related
statements of operations, partners' equity (deficit) and cash flows for each of
the three years in the period ended December 31, 1999. Our audits also included
the financial statement schedules listed in the index at Item 14(a)2. These
financial statements and financial statement schedules are the responsibility of
the Partnership's general partners. Our responsibility is to express an opinion
on these financial statements and financial statement schedules based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by the Partnership's general partners, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Nooney Income Fund Ltd., L.P. as of December
31, 1999 and 1998, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 1999 in conformity with
accounting principles generally accepted in the United States of America. Also,
in our opinion, such financial statement schedules, when considered in relation
to the basic financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
February 22, 2000
19
<PAGE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
- --------------------------------------------------------------------------------
ASSETS 1999 1998
CASH AND CASH EQUIVALENTS $ 1,237,294 $ 804,739
ACCOUNTS RECEIVABLE (includes $42,671 and
$6,925 due from related party in 1999 and
1998, respectively) 171,996 97,104
PREPAID EXPENSES 14,948 12,332
INVESTMENT PROPERTY:
Land 1,946,169 1,946,169
Buildings and improvements 8,654,403 8,601,373
------------ ------------
10,600,572 10,547,542
Less accumulated depreciation (5,271,378) (5,010,424)
------------ ------------
5,329,194 5,537,118
DEFERRED EXPENSES - At amortized cost 118,876 111,293
------------ ------------
TOTAL $ 6,872,308 $ 6,562,586
============ ============
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Accounts payable and accrued expenses $ 79,070 $ 186,291
Accrued real estate taxes 185,415 180,361
Refundable tenant deposits 145,711 131,577
Mortgage note payable 1,125,002 1,149,701
------------ ------------
Total liabilities 1,535,198 1,647,930
PARTNERS' EQUITY 5,337,110 4,914,656
------------ ------------
TOTAL $ 6,872,308 $ 6,562,586
============ ============
See notes to financial statements.
20
<PAGE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
1999 1998 1997
REVENUES:
Rental and other income $2,086,824 $1,851,792 $1,772,253
Interest 28,990 16,073 23,406
---------- ---------- ----------
Total revenues 2,115,814 1,867,865 1,795,659
---------- ---------- ----------
EXPENSES:
Interest 93,177 106,461 117,437
Depreciation and amortization 403,005 433,549 443,004
Real estate taxes 253,148 249,836 273,703
Property management fees - related party 125,314 111,606 107,130
Repairs and maintenance 232,309 133,264 127,354
Utilities 123,689 118,114 108,281
Other operating expenses (includes $25,000
in each year to related party) 462,718 481,894 425,619
---------- ---------- ----------
Total expenses 1,693,360 1,634,724 1,602,528
---------- ---------- ----------
NET INCOME $ 422,454 $ 233,141 $ 193,131
========== ========== ==========
NET INCOME ALLOCATION:
General partners $ 4,262 $ 39,944 $ 30,127
Limited partners 418,192 193,197 163,004
LIMITED PARTNERS DATA:
Net income per unit $ 27.55 $ 12.72 $ 10.74
========== ========== ==========
Cash distributions - investment income
per unit $ -- $ 12.72 $ 10.74
========== ========== ==========
Cash distributions - return of capital
per unit $ -- $ 12.28 $ 8.01
========== ========== ==========
Weighted average limited partnership
units outstanding 15,180 15,180 15,180
========== ========== ==========
See notes to financial statements.
21
<PAGE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
Limited General
Partners Partners Total
BALANCE (DEFICIT), JANUARY 1, 1997 $ 5,314,386 $ (87,894) $ 5,226,492
Net income 163,004 30,127 193,131
Cash distributions (284,625) (31,665) (316,290)
----------- ----------- -----------
BALANCE (DEFICIT), DECEMBER 31, 1997 5,192,765 (89,432) 5,103,333
Net income 193,197 39,944 233,141
Cash distributions (379,625) (42,193) (421,818)
----------- ----------- -----------
BALANCE (DEFICIT), DECEMBER 31, 1998 5,006,337 (91,681) 4,914,656
Net income 418,192 4,262 422,454
----------- ----------- -----------
BALANCE (DEFICIT), DECEMBER 31, 1999 $ 5,424,529 $ (87,419) $ 5,337,110
=========== =========== ===========
See notes to financial statements.
22
<PAGE>
<TABLE>
<CAPTION>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------------------
1999 1998 1997
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 422,454 $ 233,141 $ 193,131
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 366,063 395,206 405,604
Amortization of deferred expenses 36,942 38,343 37,400
Net changes in accounts affecting operations:
Accounts receivable (74,892) 17,934 60,287
Prepaid expenses (2,616) (1,812) 302
Deferred expenses (44,525) (88,341) (34,452)
Accounts payable and accrued expenses (107,221) 78,082 (1,296)
Accrued real estate taxes 5,054 (4,575) 14,238
Refundable tenant deposits 14,134 11,560 5,146
----------- ----------- -----------
Net cash provided by operating activities 615,393 679,538 680,360
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES -
Net additions to investment property (158,139) (270,969) (231,208)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to partners -- (421,818) (316,290)
Payments on mortgage note payable (24,699) (47,299) (64,800)
----------- ----------- -----------
Net cash used in financing activities (24,699) (469,117) (381,090)
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 432,555 (60,548) 68,062
CASH AND CASH EQUIVALENTS, BEGINNING OF
YEAR 804,739 865,287 797,225
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 1,237,294 $ 804,739 $ 865,287
=========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid for interest $ 101,625 $ 98,013 $ 117,437
=========== =========== ===========
</TABLE>
See notes to financial statements.
23
<PAGE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
1. BUSINESS
Nooney Income Fund Ltd., L.P. (the "Partnership") is a limited partnership
organized under the laws of the State of Missouri on October 12, 1983 for
the purpose of investing in income-producing real properties, such as
shopping centers, office buildings, warehouses and other commercial
properties. The Partnership's portfolio is comprised of an
office/warehouse complex located in Downers Grove, Illinois (Oak Grove
Commons) which generated 47.7% of rental and other income for the year
ended December 31, 1999, and an office complex in Leawood, Kansas (Leawood
Fountain Plaza) which generated 52.3% of rental and other income for the
year ended December 31, 1999.
The Partnership owns 100% of Oak Grove Commons and a 76% undivided
interest in Leawood Fountain Plaza. The Partnership's proportionate share
of the results of operations of Leawood Fountain Plaza is included in the
statements of operations of the Partnership. The Partnership's
proportionate share of the assets and liabilities of Leawood Fountain
Plaza is included in the balance sheets presented.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements include only those assets, liabilities and
results of operations of the partners which relate to the business of the
Partnership. The statements do not include any assets, liabilities,
revenues or expenses attributable to the partners' individual activities.
No provision has been made for federal and state income taxes since these
taxes are the personal responsibility of the partners.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Prior to October 31, 1997, the corporate general partner was a wholly
owned subsidiary of Nooney Company. One of the individual general partners
was an officer, director and shareholder of Nooney Company. The other
individual general partner's spouse's estate was a shareholder of Nooney
Company. Nooney Krombach Company, a wholly owned subsidiary of Nooney
Company, managed the Partnership's real estate for a management fee.
Property management fees paid to Nooney Krombach Company were $90,260 for
the year ended November 30, 1997. Additionally, the Partnership paid
Nooney Krombach Company $20,833 in 1997 as reimbursement for management
services and indirect expenses in connection with the management of the
Partnership.
On October 31, 1997, Nooney Company sold its wholly owned subsidiary,
Nooney Investors, Inc., the corporate general partner of the Partnership
to S-P Properties, Inc., a California corporation, which in turn is a
wholly owned subsidiary of CGS Real Estate Company, Inc., a Texas
corporation. Simultaneously, Gregory J. Nooney, Jr., an individual general
partner and PAN, Inc., a corporate general partner, sold their economic
interests to S-P Properties, Inc. and resigned as general partners. CGS
24
<PAGE>
Real Estate also purchased the real estate management business of Nooney
Krombach Company and formed Nooney, Inc. to perform the management of the
Partnership.
In September 1999, Nooney, Inc. changed its name to American Spectrum
Midwest, Inc. and began doing business under the new name at that time.
Ownership remained unchanged. Property management fees paid to American
Spectrum Midwest, Inc. were $121,143, $111,606 and $16,870 for the years
ended December 31, 1999, 1998 and 1997, respectively. Additionally, the
Partnership paid American Spectrum Midwest, Inc. $25,000 in 1999 and 1998
and $4,167 in 1997 as reimbursement for management services and indirect
expenses in connection with the management of the Partnership.
The Partnership considers all highly liquid debt instruments with a
maturity of three months or less at date of purchase to be cash
equivalents.
Investment property is recorded at the lower of cost or net realizable
value. The Partnership reviews long-lived assets for impairment whenever
events or changes in circumstances indicate that the carrying amount of a
property may not be recoverable. The Partnership considers a history of
operating losses or a change in occupancy to be primary indicators of
potential impairment. The Partnership deems the property to be impaired if
a forecast of undiscounted future operating cash flows directly related to
the property, including disposal value if any, is less than its carrying
amount. If the property is determined to be impaired, the loss is measured
as the amount by which the carrying amount of the property exceeds its
fair value. Fair value is based on quoted market prices in active markets,
if available. If quoted market prices are not available, an estimate of
fair value is based on the best information available, including prices
for similar properties or the results of valuation techniques such as
discounting estimated future cash flows. Considerable management judgment
is necessary to estimate fair value. Accordingly, actual results could
vary significantly from such estimates.
Buildings and improvements are depreciated over their estimated useful
lives (30 years) using the straight-line method. Tenant alterations are
depreciated over the term of the lease on a straight-line basis.
Deferred expenses consist of lease fees amortized over the terms of their
respective leases.
Lease agreements are accounted for as operating leases and rentals from
such leases are reported as revenues ratably over the terms of the leases.
Certain lease agreements provide for rent concessions. At December 31,
1999 accounts receivable include approximately $48,000 ($39,000 in 1998)
of accrued rent concessions which is not yet due under the terms of
various lease agreements.
Net Operating Cash Income, as defined in the Partnership Agreement, is
distributed quarterly as follows: (1) 90% pro rata to all partners based
upon the relationship of original capital contributions of all the
partners; (2) 9% to the individual general partners as their annual
partnership management fee; and (3) 1% to the individual general partners.
For financial statement and income tax reporting, the income from
operations is allocated as follows: first, a special allocation of gross
income to the individual general partners in the amount that Net Operating
Cash Income distributed to the individual general partners under (2) and
(3) above exceeds 1% of net operating cash income for the period; then, 1%
to the individual general partners and the remainder pro rata to all
partners based upon the relationship of original capital contributions of
all of the partners.
Limited partnership per unit computations are based on the weighted
average number of limited partnership units outstanding during the period.
25
<PAGE>
The Partnership adopted SFAS No. 130, Reporting Comprehensive Income,
which requires entities to report changes in equity that result from
transactions and economic events other than those with shareholders. The
Partnership had no other comprehensive income items, accordingly net
income and comprehensive income are the same.
3. MORTGAGE NOTE PAYABLE
Mortgage note payable at December 31 consists of the following:
1999 1998
Note payable to bank, principal due in monthly
installments of $1,900 plus interest at 3% over
the thirty-day LIBOR rate (8.83% at December 31,
1999) to July 2000 when remaining principal is
due $1,125,002 $1,149,701
========== ==========
Management intends to refinance the note payable under similar terms by
extending the due date.
The mortgage note is collateralized by a first deed of trust on Oak Grove
Commons which has a net book value of approximately $2,895,000 at December
31, 1999.
In accordance with Statement of Financial Accounting Standards No. 107,
Disclosures about Fair Value of Financial Instruments, the estimated fair
value of mortgage notes payable with maturities greater than one year is
determined based on rates currently available to the Partnership for
mortgage notes with similar terms and remaining maturities as the present
value of expected cash flows. The carrying amount equals its estimated
fair value due to the variable nature of the debt and the terms are
consistent with those the Partnership could currently obtain.
4. RENTAL REVENUES UNDER OPERATING LEASES
Minimum future rental revenues under noncancelable operating leases in
effect as of December 31, 1999 are as follows:
2000 $1,660,000
2001 1,278,000
2002 789,000
2003 421,000
2004 225,000
Thereafter 215,000
----------
Total $4,588,000
==========
In addition, certain lease agreements require tenant participation in
certain operating expenses. The income is recorded in the same period that
the related expense is incurred. Tenant participation in expenses included
in revenues were not significant for the years ended December 31, 1999,
1998 and 1997.
5. FEDERAL INCOME TAX STATUS
The general partners believe, based on opinion of legal counsel, that
Nooney Income Fund Ltd., L.P. is considered a partnership for income tax
purposes.
26
<PAGE>
Selling commissions and offering expenses incurred in connection with the
sale of limited partnership units are not deductible for income tax
purposes and therefore increase the partners' bases. Investment properties
are depreciated for income tax purposes using rates which differ from
rates used for computing depreciation for financial statement reporting.
Rents received in advance are includable in taxable income in the year
received. Rent concessions, recognized ratably over lease terms for
financial statement purposes, are includable in taxable income in the year
rents are received. Losses in connection with the writedown of investment
property are not recognized for income tax purposes until the property is
disposed.
The comparison of financial statement and income tax reporting is as
follows:
Financial Income
Statement Tax
1999:
Net income $ 422,454 $ 343,949
Partners' equity 5,337,110 6,418,634
1998:
Net income (loss) $ 233,141 $ (45,152)
Partners' equity 4,914,656 6,074,685
1997:
Net income (loss) $ 193,131 $ (59,230)
Partners' equity 5,103,333 6,541,529
27
<PAGE>
6. BUSINESS SEGMENTS (IN THOUSANDS)
The Partnership has two reportable operating segments: Leawood Fountain
Plaza and Oak Grove Commons. In 1998 and 1997, the Partnership's
management evaluated performance of each segment based on profit or loss
from operations before allocation of property writedowns, general and
administrative expenses, unusual and extraordinary items, and interest. In
1999, the Partnership began evaluating each segment's operations including
allocation of property write-downs and interest income. The accounting
policies of the segments are the same as those described in the summary of
significant accounting policies (see Note 2).
(In thousands) 1999 1998 1997
Revenues:
Leawood Fountain Plaza $ 1,139.3 $ 975.0 $ 899.0
Oak Grove Commons 962.5 879.6 886.5
---------- ---------- ----------
$ 2,101.8 $ 1,854.6 $ 1,785.5
========== ========== ==========
Operating profit:
Leawood Fountain Plaza $ 292.1 $ 139.5 $ 63.4
Oak Grove Commons 312.4 134.6 177.3
---------- ---------- ----------
$ 604.5 $ 274.1 $ 240.7
========== ========== ==========
Capital expenditures:
Leawood Fountain Plaza $ 106.7 $ 74.7 $ 90.9
Oak Grove Commons 51.4 196.3 140.3
---------- ---------- ----------
$ 158.1 $ 271.0 $ 231.2
========== ========== ==========
Depreciation and amortization:
Leawood Fountain Plaza $ 219.3 $ 287.6 $ 289.3
Oak Grove Commons 198.0 248.3 256.1
---------- ---------- ----------
$ 417.3 $ 535.9 $ 545.4
========== ========== ==========
Assets:
Leawood Fountain Plaza $ 2,998.2 $ 4,674.1
Oak Grove Commons 3,498.6 3,818.8
---------- ----------
$ 6,496.8 $ 8,429.9
========== ==========
28
<PAGE>
Reconciliations of segment data to the Partnership's consolidated data
follow:
(In thousands) 1999 1998 1997
Revenues:
Segments $ 2,101.8 $ 1,854.6 $ 1,785.5
Corporate and other 14.0 13.3 10.2
---------- ---------- ----------
$ 2,115.8 $ 1,867.9 $ 1,795.7
========== ========== ==========
Net income (loss):
Segments $ 604.5 $ 274.1 $ 240.7
Other income (expense) 14.0 13.0 8.4
General and administrative expenses (196.0) (54.0) (55.8)
---------- ---------- ----------
$ 422.5 $ 233.1 $ 193.3
========== ========== ==========
Depreciation and amortization:
Segments $ 417.3 $ 535.9 $ 545.4
Corporate and other (14.3) (102.4) (102.4)
---------- ---------- ----------
$ 403.0 $ 433.5 $ 443.0
========== ========== ==========
Assets:
Segments $ 6,496.8 $ 8,492.9
Corporate and other 375.5 (1,930.3)
---------- ----------
$ 6,872.3 $ 6,562.6
========== ==========
* * * * * *
29
<PAGE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
<TABLE>
<CAPTION>
SCHEDULE - RECONCILIATION OF PARTNERS' EQUITY (DEFICIT)
DECEMBER 31, 1999, 1998 AND 1997
- ----------------------------------------------------------------------------------------------------------------------
The reconciliation of partners' equity (deficit) between financial statements
and income tax basis is as follows:
December 31, 1999
------------------------------------------
Limited General
Partners Partners Total
<S> <C> <C> <C>
Balance per statement of partners' equity (deficit) $ 5,424,529 $ (87,419) $ 5,337,110
Add:
Selling commissions and other offering costs not deducted for income tax
purposes 1,822,322 1,822,322
Prepaid rents included in income for income tax purposes 12,828 131 12,959
Writedown of investment property not recognized for income tax purposes 3,050,874 31,126 3,082,000
------------ ------------ ------------
10,310,553 (56,162) 10,254,391
Less:
Excess depreciation deducted for income tax purposes 3,739,787 38,138 3,777,925
Insurance premiums deducted for income tax purposes 9,729 99 9,828
Rent concessions not recognized for income tax purposes 47,520 484 48,004
------------ ------------ ------------
Balance (deficit) per tax return $ 6,513,517 $ (94,883) $ 6,418,634
============ ============ ============
December 31, 1998
------------------------------------------
Limited General
Partners Partners Total
Balance per statement of partners' equity (deficit) $ 5,006,337 $ (91,681) $ 4,914,656
Add:
Selling commissions and other offering costs not deducted for income tax
purposes 1,822,322 1,822,322
Prepaid rents included in income for income tax purposes 1,421 14 1,435
Writedown of investment property not recognized for income tax purposes 3,050,874 31,126 3,082,000
------------ ------------ ------------
9,880,954 (60,541) 9,820,413
Less:
Excess depreciation deducted for income tax purposes 3,661,858 37,347 3,699,205
Insurance premiums deducted for income tax purposes 7,139 72 7,211
Rent concessions not recognized for income tax purposes 38,919 393 39,312
------------ ------------ ------------
Balance (deficit) per tax return $ 6,173,038 $ (98,353) $ 6,074,685
============ ============ ============
December 31, 1997
-----------------------------------------
Limited General
Partners Partners Total
Balance per statement of partners' equity (deficit) $ 5,192,765 $ (89,432) $ 5,103,333
Add:
Selling commissions and other offering costs not deducted for income tax
purposes 1,822,322 1,822,322
Prepaid rents included in income for income tax purposes (1,087) (11) (1,098)
Writedown of investment property not recognized for income tax purposes 3,050,874 31,126 3,082,000
------------ ------------ ------------
10,064,874 (58,317) 10,006,557
Less:
Excess depreciation deducted for income tax purposes 3,388,328 34,559 3,422,887
Insurance premiums deducted for income tax purposes
Rent concessions not recognized for income tax purposes 41,719 422 42,141
------------ ------------ ------------
Balance (deficit) per tax return $ 6,634,827 $ (93,298) $ 6,541,529
============ ============ ============
</TABLE>
30
<PAGE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
<TABLE>
<CAPTION>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999
- ----------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D
-------- -------- -------- --------
Initial Cost to Partnership Costs
------------------------------------- Capitalized
Buildings Subsequent to
Encumbrances Land and Improvements Total Acquisition(1)
<S> <C> <C> <C> <C> <C>
Oak Grove Commons Office/Warehouse Complex $ 1,125,002 $ 936,122 $ 4,282,447 $ 5,218,569 $ (22,652)(1)
Downers Grove, Illinois
Leawood Fountain Plaza Office Complex
(76% undivided interest), 1,010,047 6,306,150 7,316,197 (1,911,542)(2)
Leawood, Kansas ----------- ----------- ----------- ----------- -----------
Total $ 1,125,002 $ 1,946,169 $10,588,597 $12,534,766 $(1,934,194)
=========== =========== =========== =========== ===========
Column E
--------
Gross Amount at Which
Carried at Close of Period
---------------------------------------
Buildings
Land and Improvements Total
<C> <C> <C>
Oak Grove Commons Office/Warehouse Complex $ 936,122 $ 4,259,795 $ 5,195,917
Downers Grove, Illinois
Leawood Fountain Plaza Office Complex
(76% undivided interest), 1,010,047 4,394,608 5,404,655
Leawood, Kansas ----------- ----------- -----------
Total $ 1,946,169 $ 8,654,403 $10,600,572
=========== =========== ===========
Column F Column G Column H Column I
-------- -------- -------- --------
Life on
Which Depreciation
Accumulated Date of Date in Latest Income
Depreciation Construction Acquired Statement is Computed
<S> <C> <C> <C> <C>
Oak Grove Commons Office/Warehouse
Complex Downers Grove, Illinois $ 2,300,744 1972, 1976 1/24/84 30 years
Leawood Fountain Plaza Office Complex
(76% undivided interest),
Leawood, Kansas 2,970,634 1982, 1983 2/20/85 30 years
-----------
Total $ 5,271,378
===========
</TABLE>
(1) Amounts shown are net of assets written-off and the following writedowns:
Oak Grove Commons Office/Warehouse
Complex $ 693,000
Leawood Fountain Plaza Office Complex 2,389,000
(Continued)
31
<PAGE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
<TABLE>
<CAPTION>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- ---------------------------------------------------------------------------------------
1999 1998 1997
<S> <C> <C> <C>
(A) Reconciliation of amounts in Column E:
Balance at beginning of period $ 10,547,542 $ 10,393,196 $ 10,251,103
Add - Cost of improvements 158,139 270,969 231,208
Less - Cost of disposals (105,109) (116,623) (89,115)
------------ ------------ ------------
Balance at end of period $ 10,600,572 $ 10,547,542 $ 10,393,196
============ ============ ============
(B) Reconciliation of amounts in Column F:
Balance at beginning of period $ 5,010,424 $ 4,731,841 $ 4,415,352
Add - Provision during the period 366,063 395,206 405,604
Less - Depreciation on disposals (105,109) (116,623) (89,115)
------------ ------------ ------------
Balance at end of period $ 5,271,378 $ 5,010,424 $ 4,731,841
============ ============ ============
(C) The aggregate cost of real estate owned
for federal income tax purposes $ 13,682,572 $ 13,629,542 $ 13,475,196
============ ============ ============
(Concluded)
</TABLE>
32
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR NOONEY INCOME FUND LTD., L.P. AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000725266
<NAME> NOONEY INCOME FUND LTD., L.P.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,237,294
<SECURITIES> 0
<RECEIVABLES> 171,996
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,424,238
<PP&E> 10,600,572
<DEPRECIATION> 5,271,378
<TOTAL-ASSETS> 6,872,308
<CURRENT-LIABILITIES> 264,485
<BONDS> 1,125,002
<COMMON> 0
0
0
<OTHER-SE> 5,337,110
<TOTAL-LIABILITY-AND-EQUITY> 6,872,308
<SALES> 2,086,824
<TOTAL-REVENUES> 2,115,814
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,600,183
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 93,177
<INCOME-PRETAX> 422,454
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 422,454
<EPS-BASIC> 27.55
<EPS-DILUTED> 0
</TABLE>
